3. **GOVERNING LAW/JURISDICTION.**This Amendment shall be governed by and construed under the laws of the State of California as applied to agreements among California residents entered into and to be performed entirely within California. The parties hereby submit to the
exclusive jurisdiction and venue of any court (federal, state or local) having situs within the State of California. 

 4.
**COUNTERPARTS**. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute and be one and the
same instrument. 

 5. **NO FURTHER AMENDMENT; TREATMENT
OF TRANSACTIONS**. Except as modified pursuant to this Amendment, the Agreement and the Consent shall remain unmodified and in full force and effect, and the parties hereto confirm that the Agreement
and Consent shall remain in effect except as amended hereby. Prior to the Closing, Lessor and Lessee shall report the Lease and the Option as separate transactions for financial accounting and federal, state and local income and other tax purposes.
Lessor and Lessee shall continue to report Lessor as being the owner of the Aircraft for accounting and tax purposes until the Closing. 


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4.